Season three
by The Lightning Flash
Summary: A third season written by various authors. Me, Sarah Frost, Hyperpsychomaniac. So far: Ep 40, 41, 42, 43, 44 added, written by Hyperpsychomaniac!
1. Default Chapter

**A.N: This is hopefully going to be a continuing series, until I've reached 13 Ep.s Please, review. Thanx! **

**Episode 40**

Random Virus is at the junkyard, playing dominoes with car doors. Mentally lining them up, then taking a swipe at them with his claw, when Ace and Sparx arrive.

"Hello, Lightning Knight," Ace greets him. Sparx just nods at him.

"Any sign of Fear?" Random asks them.

"Not a word, but when he shows his ugly face, we'll be ready for him," Sparx says confidently.

"What about Lady illusion?" Random asks again.

"What about her? She's in the Sixth Dimension, for real this time." Sparx doesn't sound to upset, but Ace gazes off into the distance at the mention of Lady Illusion's name.

"She'll be back," he says.

"Yeah but, there's no rush, right?" Sparx doesn't sound to happy.

"She sacrificed herself for me, Sparx. I owe her a lot."

"She owes _me_ a lot. Perhaps you'd like to pay her debt, Lightning?" says a familiar voice. Lord Fear appears over the wall on the Doom Wagon, followed by his minions, who quickly placed themselves back under Fear's authority when Kilobyte disappeared.

"Fear!" Ace powers up his cannons, Sparx pulls out her sword, and Random raises his claw.

Fear cackles loudly, and aims his staff at Ace. The bolt of energy that spews forth from the crystal ball that Staff head is holding is a fiery orange colour. Ace jumps out of the way, and a stack of cars behind him bursts into flames.

"Defeating Kilobyte has increased my powers. It was in your programming, but it was a bonus for me!" He gloats.

"Googler's gonna getcha, girlie!" Googler curls up and bounces towards Sparx, who is ready for him.

Anvil clumps over to Random Virus. Claw meets Anvil in a huge explosion of sparks.

The Knights take a huge beating; it is evident that Fear and his evils are much stronger, before the tables start to turn. Random Virus sends Anvil spinning into the burning pile of cars. He fades away quickly. Sparx catches Googler off guard, and blasts him with her sword. It takes more energy than usual before he dissapears. Ace is dodging and returning fire with Fear mid-air, when the Rat flies into his face. Unable to see past the rat's expansive and poorly decorated stomach, Ace takes a blast from Fear, and falls to the ground.

"Ace!" Sparx crash tackles the Rat, and pins him to a wall with a spare piece of machinery, before crouching beside her fallen comrade.

Random is busy battling Pigface and Rotgut at the same time, and doesn't see Ace on the ground.

"Energy is low," Ace tells Sparx "I need more."

"Have some of mine," Sparx is about to place a hand over one of the bolts of lightning on Ace's chest, when Fear interrupts her.

"I'd prefer it if he took some of mine!" He blasts Ace again; Sparx dives out of the way just in time, and is left helpless.

Random looks up, and sees Fear. He tries to divert the energy flow, but is unable to.

"Ace!" Sparx yells, as Fear finally stops blasting him. She runs back to his side, as he starts to fade out, she tells him "We'll get you back, don't worry. Do Right and Fear Not."

Ace groans and vanishes. Sparx stands up, still staring at the spot where Ace had just been.

"You won't miss him for long," Fear cackles and aims at her, but his strength is weakened from taking out Ace, and Random Virus, who has just defeated Pigface and Rotgut, is able to divert it back to Fear. It knocks him off the Doom Wagon, and he lands on the ground, in front of an angry looking Random Virus and Sparx. Lord Fear looks around, his only remaining minion is Rat, who is pinned to a wall.

"I think it best if we leave now, 'm Lord," Advises Staff Head.

"You are right, my sturdy staff," agrees Fear, stretching out an arm and pulling himself up to the Doom Wagon.

"Now that we've destroyed Lightning, the rest will be easy to defeat when we're at full power." he rides off to the Carnival.

Sparx takes aim at him, but is stopped by Random Virus, who knows she'll only miss and waste energy. Sparx shoots the Rat instead, and Random Virus magnifies her lightning, until he disappears in a brilliant flash of light, right back to the Sixth Dimension.

"A life for a life," Sparx jumps onto the Lightning Flash.

"Where are you going?" Random asks her.

"To tell Mark," she answers, taking off.

"Ready, Dude?" Chuck bounces up the stairs, and into Mark's room, followed by Kat. They are going to meet Chuck's girlfriend at the cinema for a double date.

"Those cute green Martians won't wait forever, and neither will Jessica."

"Cute? They're like that thing on Lord Fear's staff. Ugh." Kat hadn't seen much of the evils, but what she had seen was more than enough for her.

"If you don't mind, I'd really like to forget about Lord Fear, Kilobyte, and any other evil video game character you'd care to mention," Mark tells them as they enter the room.

"That doesn't look too promising," Kat tells him, nodding towards his window, where Sparx has just pulled up on the Lightning Flash. She looks pretty battered, and when Mark pulls his window open she practically yells,

"Kid! Ace's gone!"

"What do you mean, Ace is gone?!?" Mark sounds confused. Behind him, Chuck fires up Mark's computer and sticks the Ace disk in it.

"Fear destroyed him," Sparx said impatiently "We need to go and get another piece of the Amulet and bring him back _now_!"

"Calm down, Sparx," says Kat. "Tell us what happened."

Sparx tells them the story, her words tumbling over one another in her rush. When she has finished, Mark steps back and shakes his head.

"No! It's impossible. Fear can't beat Ace. It's just so--"

"True!" Chuck interjects. "Check it out, Dude," He nods towards the computer screen "Ace is back in the ga-- I mean, the Sixth Dimension."

Ace hasn't told Sparx about the Sixth Dimension being a computer game yet, and the kids have promised not to mention it until he does.

The screen suddenly flickers to a blue background with black dots and dashes running through it. A high-pitched beeping starts chirping from the speakers.

"Sparx, I think Ace is trying to send us a message," Mark says to Sparx, who jumps in through the open window and stares at the screen, reading whatever's on it. Chuck starts reading it out to the others.

"Lightning Here. Am O.K. In 6D."

Sparx finds the enter key on the keyboard and starts tapping it. Chuck continues translating: "Sparx here. Sit tight. Will find piece of Amulet. Bring you back."

More dots appear on the screen.

"No. Will look for Lady I. and programmer."

"No way. Fear is strong. Need you here."

"Need to find Lady I. and P."

Sparx is starting to look annoyed. "Kilobyte is there. Can't beat him alone. Risk bringing him back with you."

"Have no choice. Sparx in charge. Will call when ready to leave. D.R.F.N."

The screen flicks back to the Ace files Chuck was looking at. Sparx thumps the desk in annoyance.

"What does he think this is, a game?" she demands. Chuck starts coughing, but Mark thumps him on the back.

"How are we supposed to beat Fear alone?" Sparx starts pacing the room.

Chuck goes back to the computer. "Uh oh. Fear's been upgraded. He's way stronger than before."

"Great," Mark groans and sits on the bed. "How are we even supposed to stay alive, let alone beat him?"

"Chuckdude," Sparx puts her hand on his shoulder "I need you to upgrade me."

"We're gonna need Jessica for that," Chuck looks at Mark, who nods reluctantly.

"We don't really have a choice,"

Chuck pulls out his phone and speed dials Jessica, who is waiting at the cinema.

"Chuck! You're late!"

"Sorry, jessica, but the movies are off for today. We're having an A.L. emergency at Mark's house, and we need you here Asap."

"Fine, but only because you know I'd pick Ace over a movie any day. I'll start walking."

A few minutes later Mark's mum shows Jessica into his room.

"Hi Chucky, Mark, Kat. What's this so-called emergency?"

Sparx is on the roof outside, leaning down to look through the window, which has been left open.

"We need to upgrade Sparx," Chuck is telling Jessica "Can we do it?"

"It's possible," says Jessica "But why bother? She's just the sidekick."

"Hey!" exclaims Sparx, before remembering she's supposed to stay out of sight.

She pulls her head out of view just in time, and Kat starts coughing. "Sorry, I had something in my throat,"

"What evs," Jessica looks at Chuck "So why is it so urgent for you to upgrade Sparx?"

"Um, something has happened to Ace, and she's the next in line."

"The only way that something can happen to Ace and you don't automatically lose, is if you're on some new level you haven't told me about. Chuck! You promised to tell me if you ever got onto a new level!"

"It wasn't Chuck," interjects Mark "I got onto a hidden level, and I really, _really_ need Sparx upgraded. Can you do it?"

Jessica shrugs "No probs, it fairly basic. Where're her files?"

Sparx, sitting on the roof and thinking about what has happened that day, notices her fingers turning blue. The colour travels up her arms, down her legs, and right through her body. She is raised into the air for a few seconds before falling back onto the roof with a clunk.

"Ow,"

"What was that?" asks Jessica, sitting at the computer.

"Dunno," answers Chuck "Did it work?"

"It looks like it," Jessica stands up "The only real way of knowing is by running a few tests. Do you want me to?" she asks Mark.

"Uh, no. That's fine, there's no real rush, right?"

They're interrupted by Chuck's phone ringing. He pulls it out of his pocket and answers.

"Yello. Hi, mom. You're where?!? Are you O.K.? No, tell me now . . . What? Oh . . .right. Yes, I'm fine. I have to go now. Bye."

"Chucky? What's up?" Jessica asks him.

"That was mom. She's at the hospital."

"Oh, Chuck. Is she O.K.?" asks Mark.

"Um, she's fine. She just got the results from a test, she's . . .pregnant." There's silence for a few seconds, then Mark, Kat and Jessica start congratulating Chuck. He smiles and looks dazed for a moment, before passing out on the floor.


	2. Ep 41

**Disclaimer:** Own nothing.

**A/N: **Chapter written by Sarah Frost, who thanks Lightning Flash for her input.

The Sixth Dimension

I'm trapped in my own computer game in a cage, surrounded by wailing zombie minions.

This was not part of my plan.

For some reason I used to think that taking a fun family-friendly Carnival and twisting it into a House of Horrors infested with zombie and vampires and freaky mutants was a _good_ idea.

Maybe for a game, it was.

But these days, it's so much more.

Kilobyte knows what he is, now, and he's out for revenge. On me. If it was anyone else I wouldn't mind. It's almost a Philosophy 101 class gone completely wrong, with the characters discovering that, yes, they are in the matrix, and they have a chance for revenge right in front of them…

If Kilobyte hadn't developed a mind of his own, I wouldn't be here. Or if it wasn't for those darn kids. Or if some of the evils hadn't had the bright idea to turn against Lord Fear. Among them the…_person_…in the cage next to mine. Lady Illusion. I remind myself to figure out exactly what went wrong with her programming, before I remember I'm imprisoned here.

She's kneeling crouched in the corner of the cage, staring into space.

"I'm the Master Programmer," I tell her. "I created you." _And you all should be obeying me._

She turns her head to look at me. She doesn't seem all that surprised. From all the time she's spent in human morph, maybe she's learned a few things about our world.

"Odd. For a fictional character, I feel…quite real," she says, glancing down at herself. "For what purpose?" She could be discussing the weather for all her tone of voice betrays. I assume existential uncertainty isn't her present concern.

"Human entertainment. You're a game. This whole world is a game that human kids play. I brought you out of it so that you could conquer the world for me. But then…" _You turned traitor, and those kids came into it, and Kilobyte left my control…_

"A human, conquer your world? It's a big place," she says.

"Well, I'd have settled for America."

She raises an eyebrow.

"By the way, my name's Rick," I tell her.

"I'd offer you mine, if you had bothered to give me a name," she says. "I believe you humans call your dogs Lady."

There's probably a pun or two there, maybe something around _bitch_, but I don't use it. And I know the answer to this one. "Your name is Elspeth Aranya, we had plans for your character in the sequel. I can tell you about your Dark Past too, if you want."

"No. It would only be a fiction. My history begins the moment I arrived in your dimension."

She falls silent as another zombie shambles into the hall, and points in her direction.

"You…" he says, or tries to say; half his lower jaw has rotted away. "Kilobyte…wants to see you…"

She stands, looking almost…resigned?

"I'll come quietly," she says, spreading out her hands, and the zombie reaches for the lock.

As he turns the key, she quickly lashes out at him and he flies across the room.

I programmed her to be a good liar.

She steps forward, and smiles, materialising a bright orange sphere in her right hand, and when she throws it at the massed zombies they're thrown to the other end of the hall, though I can tell she's low on energy. Still, with her help I could make it to the portal…

She quickly strides towards me.

"Do you know how to get back to your dimension, mortal?" she demands, fiddling with the lock.

"Yes. I can take you to the portal, just get me out of here," I say. If I can get back to my Fortress of Solitude, I can show Kilobyte who the _true_ master is around here and continue with my plan.

The zombies are recovering, and we've almost made it to the door when I hear an animalistic yell.

It's quite possible I may have slightly overdone Kilobyte's level of aggression.

I don't stop to look at the tentacle snapping around Lady Illusion's wrist.

I just have to make it to the portal alive…

"No doubt certain of you cretinous morons have heard about last week's…unfortunate episode at the Carnival. Suffice it to say that my union has been, as always, very supportive, and my therapist says we're making progress."

Mr Chesborough gestures at the blackboard with a pointer, and glares at Mark before continuing.

"To return to our class discussion. The smallest units of matter are commonly called atoms; this is from the ancient Greek _atomos_, meaning 'that which cannot be divided.' There are 115 types of atoms, which are classified according to the number of protons, neutrons, and electrons present…"

Mark allows himself to slump in his chair as the science teacher drones on. He looks over at Chuck. Since the fainting fit yesterday, his friend appears to have recovered quite well, though he still appears rather shell-shocked at the idea of becoming a brother.

Chuck's headphones begin beeping, and he grabs them eagerly. They've been waiting all day for a message from Ace.

He scribbles letters on a blank page in his notebook, and Mark leans across to read it.

"Found P. Need to get him to port…"

Mr Chesborough pauses his lecture, and rips both the headphones and the notebook from Chuck.

"Need I remind you, Mister Mugel, that note passing is forbidden during lesson time? As is listening to that puerile cacophony you miserable teeny-boppers call music?" he says.

He rips the page from the notebook, and hands the book back to Chuck before placing the headphones in his desk.

"See me after class, Mr. Mugel, to discuss your detention this afternoon and negotiate the return of your items," Chesborough says.

Kat looks across the room from her seat, and gives them a sympathetic look. She mouths to Mark, "Ace?" and he nods in return.

They don't have time to exchange more than that, as Mr Chesborough says, "Mr Hollander? Miss Adams? Spare us all, and save the insipid teen romance for after class. As I was saying…"

I wonder if it's simply wishful thinking when I first spot the Good Guy himself, Ace Lightning, running through the Circus.

He's supposed to help humans. He'll help me.

"Hey!" I call.

He turns, and fires a few blasts at the rabid clowns following me. I duck.

"I'm human, you've got to get me out of here!" I say.

"You're the programmer, aren't you?" he asks.

"Yes. I can help you find the portal, I know this place…" I begin.

"I'd like to have a word with you sometime," Ace says. "About creating us."

Not another one who knows about the programming thing. Oh no.

"But I'll help you for now—" the hero breaks off, and fires off a few more shots.

"—programmer."

"My name's Rick," I say.

He leans against a wall, and begins to tap out a beeping pattern.

"What are you doing? We need to get out of here!" I exclaim.

"I need to contact Mark and Chuckdude, make sure the Portal's opened. Hold on, Ron," Ace says absently.

Through my careful observation I have previously come to notice that the entity known as Ace Lightning has been consistently known to have problems with recalling the names of various beings. I don't recall programming that into him. It's a dangerous sign of individuality.

I don't bother to correct him. With luck, if I can put my plans into motion again his remembering anyone's name will be rendered irrelevant.

I recognise some Morse code letters from a few lessons in my schooldays, "o", "t", "a," "e"…

He stops tapping, and looks up.

"The connection's broken. I just hope enough of my message got through. Follow me, Ray."

"Rick," I mutter, but I'm short of breath and he's moving a lot faster than me.

I notice that he seems to know the location of the Portal without my help. Darn kids.

With the new flame upgrade, I'm back in business. Evil beware! Banish bonehead to the Sixth Dimension, find another piece of the amulet, get Ace back…all in a day's work for a Lightning Knight. I won't even need Random, and anyway he's probably in a bad mood.

I use my upgraded sword to send a bright red beam in the direction of the Haunted House. That ought to bring a few villains running.

I'm right. Googler, curled into a spiked ball, throws himself at me. Not the sort of attention I like, but it's easy enough to dodge him and blast him. The new upgrade rules! He fades fast, and I take a spin down to where Pigface's attempting to lurk. He's feeding out of a garbage can again, and he's barely turned around before I let him see how powerful my upgrade is.

It's long past time for that little piggy to go home.

Mark and Kat come running up towards the Carnival, Mark's got his lap-thing with him. I raise my sword in salute.

Guess school's out.

Well, it's time to teach Fear a lesson.

Mark suddenly gestures, pointing to a spot behind me, and before I can turn around I've been hit. The Flash shudders, and I nearly lose control of it.

Fear cackles behind me, and I narrowly dodge as he prepares for a second shot.

"You always were regrettably reckless, Sparx," he gloats. "Now your superhero friend isn't here to protect you, destroying you will be only too easy for me."

"Don't try it, bonehead!" I say, and dodge his blast.

I fire my sword back at him, and he's forced to spin mid-air, though he comes back at me with another blast. I jump from the Flash as the orange beam hits it, and neatly somersault to the ground.

There's a heavy footstep behind me, and I'm starting to get a bad feeling about this whole thing.

Anvil's metal fist clinks against his hand, and I hear his familiar—and stupid—voice.

So he thinks he can crush me? He can think again. I duck and roll as his fist swings over my head, and aim my sword at him.

What I haven't counted on is Fear, and he hits me from behind with another blast.

My power's low, and all Mark's doing is fooling around with that computer. Tough odds, but that's my job. Though as Anvil swings his fist at me again I don't think I'll be able to duck in time.

Another clink, metal on metal this time. So the cavalry's arrived. About time.

Random Virus looks at me and smiles. Wonder what mood he's in today?

"You didn't invite me? I didn't want to miss the fun."

While he and Anvil are doing their best to beat each other into the ground, I scan the sky for skeleton-guy. I catch sight of him, and try another blast. I can tell my energy's low, because when it hits him he only laughs.

"Before I send you to join your friend, tell me: were you really foolish enough to think that you could defeat me on your own?" Fear smirks.

What's really irritating is that he's has a point there. Sort of.

I don't have much time to think about this though, because Staffhead's next blast has me lying on the ground without my sword. I could use some backup or a recharge here, about now would be good, what's Mark doing over there with the computer anyway…

It is possible I marginally underestimated Lady Illusion. After choosing to betray me in that rather melodramatic little scene at the carnival, she must have realised she had nothing to lose. If I didn't have a use for her powers, she would be dead already; as it stands, reprogramming her promises to be most…productive. I may be short of a human prisoner for the time being, but that situation will not continue.

The Sixth Dimension is mine, and locating the mortal will be an easy task. I take off at a run.

Interestingly enough, he's lurking around the Circus sector, with someone I rather want to see. Ace Lightning. How was he blasted into this dimension?

Whatever the situation, what's more important at this moment is to defeat my enemy and regain my prisoner.

He makes the first move, sending a few weak lightning bolts my way. I find it easy enough to advance, and lash out at him with my tentacles.

The mortal runs, but he's not my chief concern at the moment.

"Who blasted you into this dimension, Lightning?" I jeer. "Your so-called cyborg friend?"

"Random is my friend," he says, dodging a tentacle, "and your programmer's gone through the Portal. Guess you no longer have a ticket back to the human dimension."

So that's the location of the Portal. Fascinating, though as irrelevant to me as his assumption is incorrect.

I smile.

"You're wrong, Lightning. I have a teleporter who'll be only too willing to assist me once I've finished reprogramming her."

His next bolt manages to hit me, and I stumble back for a moment.

"What did you do to her, Kilobyte?" he says, and his voice is stone.

That's interesting. It almost sounds as though he actually cares about her.

"I'll be sure to let you know, Lightning. Surely you don't mind?"

While I've never personally experienced human emotions, I believe the look on his face is one of anger.

"Leave her alone, Kilobyte. Don't think I'm going to let you live." He tries to fire again, but the emotions have made him so…weak. He's almost pitifully predictable, and I find this battle an easy one.

I grab him with a tentacle, pinning his arms to his side, and walk in the direction of the Portal.

"You will lose this game, Lightning. I will return to the mortal realm, where I will defeat you. For now, though, I'm willing to send you back there. You appear to be relishing the human emotions, after all."

I throw him through the Portal. For now, I can afford to let him live, and in the meantime I have a traitor to reprogram.

Mark's fingers fly across the computer keyboard, and Ace materialises above the Haunted House, and fires at Lord Fear, sending the Doom Wagon into a spin. Shortly after it disappears from view, there's a crash from behind the Haunted House.

In the distance, Rick starts running, and a punch from Random causes Anvil to finally disappear.

Ace flies over to Sparx, sparing the time for a glance towards his archenemy, and helps her up.

"Are you all right, Sparx?" he asks.

"Yeah. Thanks for the rescue," she says, blushing a little. "Did you find the programmer?"

Mark, Kat, and Random come over to them.

"I saw Rick running away," Mark says.

"Did you find Lady Illusion?" Sparx asks Ace, resting a hand on his shoulder.

"No. But I think she'll be back. With Kilobyte." He stares into the distance.

"We'll be ready when they turn up," Sparx says, and whistles for the Lightning Flash.

"Let's jet before the freaks come back, Ace." She jumps on, and the Knights take off. Random turns, and wheels himself away.

Chuck comes running into the Carnival, out of breath and panting.

"Hey, you're back!" he says, seeing Ace in the air. "I just got out of detention. Boy, was Chesborough in a bad mood! Did you get my computer working, Mark?"

"Yeah," Mark says. "Thanks, Chuck." He hands the laptop back to him.

"No problem, dude. Was that Rick I saw running out of the Carnival at top speed?"

"Probably," says Kat. "Anyone up for some ice cream?" The three friends start to walk away, glad that for now the good guys are winning the battle.

**Non A/N: This is The Lightning Flash. If anyone wants to write the next ep, email me. I'd be happy to post it for you, if you don't have an account or feel it should be in the same place as the others. Email me if you're interested, my addy is on my profile page.**


	3. Ep 42

**Episode 42**

**Disclaimer: **Own nothing, write for no profit.

**A/N: **Chapter written by Sarah Frost, with a judicious credit to Lightning Flash. Sarah Frost would also like to explain that the POV-changes are neither orthodox nor artistic, but simply intended to help get something of the sense of a filmed episode by having a particular person as the camera's focus. Eventually Sarah Frost will get around to explaining just why she refers to herself in third person.

---

I'm finally back in my own world—on my own territory—and I'm going to demonstrate to my creations precisely what the name of "Master Programmer" means.

I insert my disk, and rub my hands together before placing them on the keyboard and beginning to type.

---

In the end, it was easy to break her. Easy enough to simply wrap a tentacle around her neck, and replace her programming with something of my own devising, adding an overriding command of loyalty to me and concealing her memories of love and jealousy, pain and fear.

To have that level of control over another being was…exhilarating. I can't say I learned nothing from her. I began to comprehend the use of pain as a manipulative tool, and to understand something of emotions. There was a _power_ there, something desperate and illogical—as many of her actions since her arrival in the mortal world had been—but powerful nonetheless. Probably the same power that had enabled her to defy both Lord Fear and myself.

I knew a lot of her potential for individual initiative would be lost, but I regarded that as an acceptable loss.

Ultimately, she was lucky I spared her life for the third time. At present she's too important to me to be killed, though once this is over I'll see her executed.

---

"Hey, want to see the pictures?" Chuck asks.

"Um, sure," Mark says, and he and Kat gather around Chuck's locker.

"She went yesterday to get it done. Look at this one!"

"It's a boy," Kat says. "And you can see the little hands and feet and everything!"

"I almost threw up when my mother told me what they did," Chuck says, "but it's my little brother. Did you know that they get the ultrasound pictures from sound waves?"

"That's really interesting," says Heather, coming up behind them. "What happened, Chuck, you and Jessica went too far?"

"No!" Chuck says defensively, and looks rather disgusted. "My mother's pregnant."

"Isn't she like forty or something?" says Heather. "You know, the rate of birth defects goes up when you're that age."

"What's your problem?" Kat asks.

"Actually, I wanted to talk to you. Remember the story you promised to do on the carnival? I need it by tomorrow. As the editor of the school paper, it's my responsibility to track down slack writers."

"She can't write the story—" Mark begins.

"Co-editor," Kat says, "and I'll get on to that story. It's a major scoop."

"Fine. Just give it to me tomorrow. I'll see you first period."

Heather stalks off.

"Kat, you can't write that story," Mark says. "People can't find out about Ace and Sparx."

"It's the scoop of a lifetime." Kat walks over to her locker and retrieves her books. "I can't _not _write it. This could make my reputation as a journalist."

"But…it's like the superhero secret identity thing, Kat," Chuck explains. "We can't tell anyone."

"Kat, you can't write that story." Mark repeats himself.

"It's my job," Kat says. "And since when do you get to tell me what to do?"

The bell rings.

"Look, Kat, I'll talk to you later. Just…please, don't tell anyone for now?" Mark tries to plead with her, but she's already left. He and Chuck look at each other in mutual frustration.

---

"Ace, I can't believe you're planning something like this!" I say. This is so incredibly wrong. Usually it's me who wants to dash out and look for a fight.

"We can do this, Sparx. If we get Random's help and attack now, before Kilobyte comes back, we can finally blast Fear into the Sixth Dimension once and for all."

He doesn't look entirely sane as he makes the last half of the speech, and there's a look of hatred on his face that I've never seen before.

I'm pretty sure this has something to do with Lady Illusion. He's been acting weird ever since she disappeared into the Sixth Dimension. As far as I'm concerned she and Kilobyte can stay there forever, Fear's enough to worry about right now. I decide to be as tactful as I can.

"Ace, if this is just about Lady Illusion…"

He doesn't answer the question, though he nods slightly.

"We have a job to do, Sparx. Coming?"

Ace lifts off, and flies out of the Tower. I whistle for the Flash and follow him out. After all, since when have I wanted to miss out on a good fight?

---

Random's in the junkyard, staring at a control panel he's ripped out of some human vehicle, when we approach. 

"Random," Ace says, and our friend slowly raises his head to look at us as Ace continues.

"With you on our side, we can destroy Fear once and for all. Coming?"

His right eye starts to redden.

_Not a good sign._

"The last time I tried to fight alongside you, you attacked me," Random says. "I won't make the same mistake again."

"I owe you an apology," Ace says quietly. "You're my friend, and I never wanted to hurt you."

"That doesn't matter." Random places the control panel on a nearby vehicle. "I will not fight with you today. Weaklings!" He spits out the last word, losing control of himrself.

Time for me to step in.

"Get a hold of yourself, junkman! Are you ready for a battle or not?"

Random raises his claw, and slowly makes his way towards us, his eye flashing between red and green.

Okay, so maybe I wasn't helping… 

"Leave. Before I hurt you," he says, and takes a swing at us. Ace leaps into the air while I duck and roll.

I end up next to the fence, with nowhere to go as Random looms over me.

Ace fires a bolt into Random's back, and the cyborg turns.

"Random, we were friends, once," Ace says. "Please. We need you."

Random laughs. It isn't exactly an evil laugh, but it's not pleasant either.

"You're no friend to me. And I neither need nor want your friendship," he says, and turns to leave.

I call the Flash, and join Ace in the air.

He looks serious, but it's hard to tell what he's thinking as he watches Random wheel himself away.

"Let's go, Sparx," he says. "To the Carnival. We can do this with or without Random."

---

We swoop over the carnival, looking for trouble. It isn't too hard to find.

Rotgut materialises from the golf course, and both of us blast him before he has a chance to do anything. With a sound that's a cross between a harmonica and a cowfield he fades into the grass. It's a loud noise, and attracts a few other visitors.

Anvil erupts from behind us, and Ace dodges a blow as I bring the Flash around to fire at our enemy. He blocks the swordflame with his fist, and lets out a roar.

Ace catches sight of Lord Fear, and leaps into action. An orange blast nearly sears his shoulder, but he doesn't pay any attention as he engages the Doom Wagon in an aerial battle.

As I try to hold off Googler and Anvil at once, I glance up at the fight above my head.

---

"This time it's over, Fear," Ace says, and a shock of lightning passes through the air.

Fear laughs, and blocks it.

"You're rather keen for a fight today, aren't you? Nothing to do with the long-overdue demise of the traitor?" He fires again, and this time Ace is thrown back by the force of the blast.

Ace turns in the air, and regains his control over his flight. "That was the last mistake you'll ever make." He fires again, but the blast goes wide.

"Another aim problem?" Staffhead giggles.

"Quite the hero, aren't we?" Fear says. "If it makes you feel any better, it was you I was trying to kill."

Ace spins in midair to avoid Fear's next blast.

"That's a nice thought, Fear, but I know you wanted her dead."

There's a savage expression on his face as Ace tries another blast. It sends the Doom Wagon into something of a spin, but Fear only laughs once he's regained control.

"Intent only, Lightning. And I was under the impression that heroes weren't allowed to judge that. Blame her if you're looking for someone other than yourself." He laughs again. "After all, isn't there something in your Code on the proper treatment of traitors? I have to say, you _are_ in the wrong here."

Ace doesn't move, and there's no trace of humor in his frozen expression as he searches for a reply.

Lord Fear fires again, and this time the blast hits Ace full in the chest. He falls to the ground, next to Sparx.

Googler lets out a wild laugh, and bounces towards us in his spiked form, but Ace manages to hit him and send him flying.

---

I give Ace a hand to help him to his feet, but Lord Fear's next blast knocks us both down, Ace's weight pinning me to the ground.

I reach into his pocket to grab something before he levitates himself off me and dodges another blast.

I struggle to my feet and try to turn to blast Anvil, but before I have time to move I've uncomfortably landed in a Haunted House carriage with what feels like a massive bruise on my back. The carriage starts shuddering along the tracks, carrying me along with it.

_This isn't as bad as it looks, I have just enough time…_

I pull out Ace's phone, and dial a number.

---

"You don't tell me what I can and can't write," Kat says. "This is like my biggest scoop ever!"

She and Mark are walking quickly towards the Carnival, Mark reaching for his glove.

"Look, I'll talk to you later, Kat. Sparx said she and Ace were in danger, and I couldn't find Chuck anywhere either. You wait here, okay?"

Mark starts running, and Kat sighs. She sits down, pulls a notebook from her bag, and starts writing.

---

I type a few more codes into the file, and update the game maps and what

character files I can access. I have no direct control over Kilobyte—or over Lady Illusion, which probably indicates that he's already got to her—but I know the Sixth Dimension and its denizens like the back of my hand.

Such a simple plan, really.

---

Mark's running towards the Carnival, and sees Ace lying on the ground, Fear standing over him. Sparx leaps from the Haunted House and aims at Ace's archfoe. She hits him from behind, and he turns away from Ace. 

Mark's glad he has his glove, and adds his own beam to Sparx' efforts. Together, they force Fear to retreat while Ace blasts Anvil, who fades into the air.

"And in the nick of time you're rescued again, Lightning," Fear says, backing towards the Haunted House. He doesn't seem unduly disturbed. "It's obvious that your days are numbered. No doubt you'll be grateful to share Lady Illusion's fate…" 

He breaks into an evil laugh, and disappears into the Haunted House.

"Nice work, kid," Sparx says, walking over to Mark.

Ace looks sheepish.

"Thanks for rescuing me," he says. "I shouldn't have led you into this, Sparx."

Sparx shrugs. "Thank Mark, not me," she says. "And at least hanging around you isn't boring."

"No, I messed up." Ace looks depressed. "I…couldn't help her. And I just…wanted to kill Fear."

"She can help herself, Ace," Sparx says quietly.

Mark looks at them with concern.

"Emotions, huh?" he says, watching Ace. "The program's _really _messed up."

"The Master Programmer!" Ace exclaims. "I'd…forgotten." He seems surprised at himself.

Kat walks up to them, camera in hand.

"Hi, guys. Mind if I take a photo, Sparx?"

"Yes," Sparx says, holding up a hand to shield her face from the lens. "It's in the Code. We don't let anyone know about our mission."

"See?" Mark notices Kat looks a little crestfallen at the sharp reply. "If we told people about the Knights everyone'd get upset."

"I remember, back in the Sixth Dimension, it's never been good to show the normals you have powers. Our world has too many powered villains for most people to accept us," Ace says. "Of course, now I don't know what I remember…"

"Yeah, well, maybe you can get some answers from this Programmer person," Sparx tells him.

"I'll go alone, Sparx. I'm not putting my friends in danger again."

"How dangerous can it be? He's only a human." Sparx half-smiles, and whistles for the Flash.

"Where are we going, Mark?" she asks.

---

The zombie lurches towards me. At first, I don't pay attention, until it speaks.

"Hello, Kilobyte," it says. "It's about time I take control again."

The tone of voice is nothing like the usual incomprehensible mumblings of my lower-level minions, and I stare sharply at it.

"You have two choices. Surrender, and come back to work for me, or else be forced to bend to my will. Same goes for her," the zombie says, gesturing towards Lady Illusion, who's standing meekly next to me.

I laugh.

"You really think I'd return to a life of human slavery? Listen, programmer, I'll make _you_ a generous offer. Work for me…or die."

The zombie cackles.

"The Sixth Dimension was always more my world than yours, Kilobyte, and I have control of it now."

The walls suddenly split open, and a horde of Sixth Dimension creatures pour in and advance towards Lady Illusion and myself. I use my tentacles to clear a space around us, and grabbing her leap from the room to slide down a ramp.

At times like these I really miss Fred.

---

I hear a knock on my Fortress of Solitude, which I ignore in favour of watching Kilobyte flee. That turns out to be a mistake.

The lock bursts into a flare of static electricity before the Lightning Knights, accompanied by that kid and a girl I've seen before on the monitors, burst in.

"Hi," I say.

_They don't harm humans. They _can't_ harm humans._

"That's the Sixth Dimension, isn't it?" Ace says.

"You're spying on Kilobyte!" Sparx exclaims.

Ace glances at her for a moment, an unreadable expression on his face.

Behind them, the two kids seem to be in some sort of dispute. I ignore both of the brats.

"Precisely. Soon I'll have bent the entire Sixth Dimension to my will. Why don't you two leave? Kilobyte's under my control."

_I'll get rid of them for now…I can arrange for Kilobyte to destroy them later._

"No." His expression's cold and resolute.

He gestures at a monitor screen, where the two strongest entities presently in the Sixth Dimension are battling a horde of zombie mutants.

"Call them off," he says, "and I'd appreciate it if you brought her back."

_Ah. _That_ particular rumour was entirely true, then._

On the monitor screen, I see Kilobyte materialise two glowing daggers, which he throws at Lady Illusion.

Ace takes a step forward as the daggers slam into the wall next to her, close to her neck and waist.

She grasps the hilts, pulls the knives from the wall, and attacks the nearby zombies with dazzling speed and efficiency. I congratulate myself on a nice bit of coding there.

"This ends, now," Ace says, stone-faced, and raises his hands.

His wrists are glowing blue.

"Wait!" I say, trying to lean out of range. "I'm human! And I'm winning against Kilobyte!"

"I said now." Ace's expression hasn't changed.

Sparx puts a hand on his shoulder.

"We don't hurt humans, Ace. And if he can get rid of Kilobyte, it's worth it."

Ace doesn't move.

On the screen, the two figures disappear into a railway cart, fleeing the attacking zombies. Kilobyte rips out the track with a tentacle, allowing him to avoid pursuit.

For now.

"We don't hurt humans, Ace," Sparx repeats. She puts a hand on his arm, and he lowers his wrist cannons reluctantly.

---

We end up in the middle of the zombie territory, on top of a cliff rising from the stony ground around us, the left side half collapsed from a goldmine. For now, we're alone and safe, though in a while the programmer won't be.

"Do you have the power to teleport both of us back?" I ask her.

She shakes her head, expressionlessly. I deliberately suppressed many of her self-preserving urges, and she's entirely calm about the situation.

I notice a swarm of zombie bats swooping towards us from the east, and realise there's little time to act.

Reminding myself that Lightning is going to pay for releasing my pathetic creator, I wrap a tentacle around her neck and operate a reverse energy drain. I know I'll recover my powers soon enough, and for now I'm confident in her loyalties.

She doesn't move, and when I release her she steps forward and—rather gingerly—embraces me.

I notice that her skin is warmer than mine, and silken-smooth.

We leave the Sixth Dimension in a blur of flashing light, and in the whirl of colour I forget everything for a second.

---

"NOOOOOO!" I scream, and bang my fist on the keyboard, not paying any attention to the small group surrounding me.

When I eventually recover some of my composure I realise that they've all disappeared, as surely as Kilobyte from the Sixth Dimension.

Muttering a stream of curses and invective, I start to ready all the defenses at my command.

Kilobyte's back, and out of my control. I'll need everything I can gather to fight him.

---

Spinning into existence, we arrive in the middle of the Carnival.

I'm low on power, and to be honest I must acknowledge that long-distance teleporting tends to be painful. Not, of course, that I would ever show weakness to foes, and I know it won't take me long to recover.

She detaches herself from me, and reaches out a hand to lean against a stall, her expression still entirely neutral.

I hear the noise of cackling laughter as Lord Fear approaches.

He's never learned much of subtlety, for all he prides himself on his cunning. Of course, when one is powerful that ceases to be necessary.

"I haven't forgotten that you betrayed me, Fear," I say. "Though I'd prefer to have you on hand to defeat Lightning, so I might consider letting you live."

I gesture to Lady Illusion, and she materialises a crystal ball in her right hand.

Fear only cackles. "As I recall, you were both blasted into the Sixth Dimension upon your last encounter with me."

"You had help," I say.

_Lightning and that brat. I will see them both destroyed._

He raises his staff, which glows a fiery orange rather than the green I'm used to seeing.

I react quickly, lashing out with a tentacle and throwing the skeleton to the ground, but I'm interrupted by Pigface's bellowing attack.

I meet his fist with my own as behind me Lady Illusion dodges Googler.

She materialises a dagger in each hand, duelling Zip and Snip, moving almost too fast for the eye to follow. I'm not impressed. The only reason why I let her live was because I expected her to be this competent.

I'm quite surprised at the newfound strength of the porcine mutant. It takes me almost a minute to defeat him.

I'm just about to face down Fear when I hear the sound of an engine above me.

_It didn't take long for the do-gooders to arrive this time. Coincidence?_

The Lightning Flash heads in my direction, and I'm about to be impaled by its skids when Fred flies to me.

I leap onto the wasp, and take the Knight on her own terms. She's certainly not as formidable as Ace, but at the moment the superhero appears to be paying more attention to Lord Fear. There's now four of us in the air, swooping and dodging.

I cut across Ace's path, and he fires at me. _Predictable._

On the ground, after defeating Zip and Snip, Lady Illusion throws a crystal ball at Googler, and he melts into the air.

She materialises another crystal ball, and throws it at Ace.

_Perfect. My reprogramming was entirely successful._

He turns, and flies towards her.

_Idiot._

Sparx hits me from behind as my attention's focused on Ace, and I turn to wrap a tentacle around the Flash, tipping it.

She quickly increases the speed, and I'm forced to detach myself before I'm dragged along by her momentum and flung into the wall of the Haunted House.

The Doom Wagon lurches after a burst of swordflame, but Fear is able to adequately respond and engage Sparx in a duel.

I'm more interested in the little drama unfolding below. For now I'm sufficiently low on power that I won't bother to play to win, but I can at least gain amusement and knowledge.

"Listen," Ace says to Lady Illusion, flying down towards her, "I…I'm glad you're back."

He's some distance from me, but the open smile on his face would be visible from a hundred miles away.

"You disappeared too soon."

She materialises another crystal ball, but doesn't choose to throw it. He's not an immediate threat.

He lands, and takes her hand, for the moment not caring about the crowded scene before him.

"Let go of me," she says, quietly.

He doesn't listen, and she brings her other hand forward to punch him, sending him sprawling backwards.

Behind her, the kid fires his glove at her, and she turns.

"Ace! She works for Kilobyte!" the mortal brat calls.

A scream rends the air, and the kid turns to see the mortal girl running from Rotgut.

With a few more shots from the glove , joining with blasts from Ace's wrist cannons, the zombie's easily defeated.

I've often wondered precisely what the thing's strengths are, if it possesses any. Is it an unwritten law that Evils are required to be either treacherous or incompetent, or both?

I'm interrupted in my musings when Lightning changes direction to fly at me, and I easily dodge his blast.

On the ground, the children are standing arm in arm, watching the aerial dogfight with some interest.

I distinctly hear the girl say, "Mark, this is…amazing."

It's in my interests to finish this so-called amazing battle as soon as possible, before my foes realise just how low on power I am.

I lash out with a tentacle, sending Ace Lightning into an irregular spin, and turn Fred to lunge at Sparx. She doesn't react in time and cries out after being stung.

Rather than pressing an advantage and attacking me, Lightning goes to the aid of his friend.

_Typical._

The two of them turn the Flash to leave, and Fear takes the oportunity to blast them on their way.

They're able to disappear into the sky, but I know that next time they won't be so lucky.

Fred lands, and I walk across to face Lord Fear.

"It was wise of you to cooperate with me today," I say. "We could easily finish off Lightning if you agreed to work for me."

"Agreed. We work together, for now."

I shake his skeletal hand.

"And one condition," he says. "When this is done, you turn her over to me."

Lady Illusion is standing some distance from us, watching with a closed expression.

"Once we've won, she's yours," I say.

I turn away from him, and kneel to pet Fred. It's good to be back.

The Master Programmer may have given me a temporary disadvantage, but I will recover. The Evils appear to have aligned themselves to me, and my powers are returning. Soon I'll be able to seize power over the mortal world and get my revenge on my creators once and for all.

---

Mark and Kat are walking home from the Carnival, hand in hand.

"Okay, Mark. You win. I won't write the article, for now. I think I understand—if we tell anyone, it'll hurt our friends."

Kat has her mobile out, and dials Heather's number.

"Hello? Heather? It's me, Kat. I called to tell you that I can't write that story."

Kat pauses for a while, and the faint sound of yelling crackles from the phone that she's holding some distance away from her ear.

"It's kind of personal, and there's no need to insult me like that, I'm nothing like a giant mutant pig anyway."

Kat listens to Heather for a while.

"Sorry, Heather, but we've both been appointed co-editors, you can't sack me. Once you've got your blood pressure down, I'll talk to you. What?…Oh, I'm not sure that's such a good idea…yes, I _know_ when our deadline is…I suggested the English story before, no offence but I think it's a much better idea than the other thing…Fine. FINE. See you."

She turns to look at Mark.

"Heather's decided to take over my story on the carnival. She wants to find out more about the giant mutant pig that slimed her. See? If you'd let me write the story it'd at least have been better…"

Kat trails off, and they look at each other in dismay.

Chuck approaches from behind, and places one arm around each of them.

"I got your message, Mark. Sorry I had to miss out on the rumble, my mother had another doctor's appointment. What's up?"

The three friends start to walk along the path together, fading into the distance.

**P/N: If you want to write an ep for this, email Lightning Flash. Addy profile page.**


	4. Ep 43

**A/N: This was sort of co-written between Sarah Frost and me, along the lines of: I wrote, she gap filled and flung ideas, I plugged, she betaed, etc. Thanks, Sarah!**

**And I declare today Beta and MuseAppreciation Day, so tell both of yours how much you appreciate them!**

****

---

The pain is excruciatingly intense, like thousands of pieces of glass are inside me, trying to push their way out. I can feel the wasp's poison flowing through me; it's almost a cool feeling, if you're the type to get a kick out of pain. I'm not. Though I think Kilobyte would be the type. Wish I could make _him_ feel like this. I can't focus, and I know Ace can tell there's something wrong. He had to work out how to control the Flash to get us home; I couldn't even do it mentally. We land and Ace jumps off, before helping me out.

"Are you all right?" He sounds distracted. I can guess why.

"I'm fine."

_I'm lying._

"You're lying."

"No I'm not."

_Yes I am._

My words have started to slur, like my mouth can't keep up with my brain.

"You sure?" He sounds like he wants me to be.

_When will he realize that she's not worth it?_

"I just need to power up," I say, but powering up doesn't help. I pretend it does, and Ace flies up to the roof, muttering something about needing to think. I slide to the floor, part of my mind is clear and aware, but I'm hallucinating as well. I see flashes from today; battles, the warped look on Ace's face when he saw Fear, that weird mortal in his little room, spying on my dimension. I see the wasp coming at me, Kilobyte riding it, and the look on his face is the stuff nightmares are made of. I feel it stinging me all over again, and I think I cry out. But now it's gone, and I stop thinking, I just rest.

---

Rick sits in his Fortress of Solitude. His artificial world is spiraling out of control.

_What are my options?_

There is Fear. Rick knows he won't remain in league with Kilobyte for long. According to his program files, the less time the better.

"So Kilobyte made you an offer, did he?" Rick asks his computer screen, filled with the image of Fear and Kilobyte shaking hands. "And all you get is _her_. I can do better than that." He leans back in his chair and laughs, his confidence restored, the Master Programmer once more.

---

Lord Fear is sitting at his organ, not playing it, just thinking, when the zombie approaches him.

"Go away, you filthy pile of rotting flesh," Fear doesn't even look up.

"Or you will suffer the wrath of my Lord," seconds Staffhead.

"Your Lord would be a fool to send me away."

This time Fear does look up. At first glance, the zombie looks like he always does, but a closer inspection reveals the strange lights in his eyes. The same lights that had sometimes been in Kilobyte's eyes. Lord Fear knows this isn't Rotgut.

"And you are?"

"I am the reason you exist. I am the Master." The zombie's face doesn't change, but there is pride in the voice.

"The master of what? This pathetic spit of dirt that mortals call a world?" Fear makes no effort to hide the disgust in his voice.

"I am the master of all I wish to control. Consider yourself lucky that I have come to you with a choice, and not just a command."

"A choice?" Fear knows an offer when he hears one.

"_My_ choice. You can either continue to work with Kilobyte, who stole your position as leader. Your only reward for doing so will be Lady Illusion." The zombie doesn't break its gaze with Fear.

"Or . . .?"

"Or, you can work with me. I will increase your powers, and reinstate you as the leader of your evils. You will be even greater than Kilobyte, who will be powerless to stop you."

"At what cost?" Lord Fear likes what he is hearing.

"No cost, just gain. Kilobyte has disobeyed me, you and I must teach him a lesson. Then you will destroy Lightning, with my help. All you must do is lead Kilobyte on, make him think nothing has changed in your agreement. Think about it. I will be back."

The zombie blinks, his eyes returning to normal. "Rotgut wants a hug."

"Get out of my sight!" hisses Fear, his mind preoccupied with all he has just heard.

---

So, I'm just a flying pest, am I? If Fear thinks he's cashing in on this Master guy without letting me in on the deal, he can think again. I figure that if I can follow Ace back from the Sixth Dimension without him realizing, then it's about time I got some more power around here. If Fear agrees to this without bringing me in on it, I'll tell Kilobyte.

I fly over to him, revealing my hiding place. That stupid Staffhead sees me come out. He tries to warn Fear that his game's up, but my presence has clearly affected him.

"Uh, my Lord, slight problem."

Fear looks up at me. "Since when has the Rat ever qualified as slight?"

That's the last insult I'll ever take from him.

"What do you want, rodent?"

"Well, that depends on what you want, L.F. If you agree to work with the Master guy, I want in. If you don't give me a piece of the pie, I'll tell Kilobyte." _He can't stop me, I'm all-powerful. So why is he smiling?_

"I'll let you in, my fiend. You realize I'll have to discuss it with the Master, but I'm sure he'll agree."

I'll admit it, I'm surprised. It was that easy?

"Smart move, L.F." I fly out of the Haunted House and go find Duff; he owes me a lesson in money.

---

I watch him for a while, he seems happier than he has been in a long time. But I can't figure out why he just let the over-grown lab rat walk all over him. As his confidant and advisor, it's my place to find out.

"My Lord, why did you agree with the Rat's request? I would have been more that happy to deal with him for you."

"Because, my sturdy staff, the rat is a stupid ball of flying fur, but he can talk. This is the best way to stop him from telling Kilobyte. And when I get my new powers, the Rat will have to obey me, like everyone else."

I join him in laughter. The more powerful Lord Fear is, the more powerful I become. And one day, I'll make sure that the Carnival of Doom is _mine_.

---

"So, Mark, you spend a lot of time at the carnival. Why?"

"Heather, it's just a carnival. Why are you getting so worked up about it? And anyway, how come you're talking to _me_?" Mark had been hoping to avoid Heather all day, but now she was cornering him in the hall before class.

"You've officially been replaced as my number one most hated person by Brett, who is followed closely by Kat, for nearly destroying the school paper. In fact, number three has nearly been taken as well. You're almost in the clear."

"So, you'll start being nice to me again?"

"No, I just won't try and destroy your already pitiful future. I might even classify you as a friend again." Heather pulls out her notebook. She'd wanted the tape recorder, but Kat had snaffled it. "Now, about the carnival . . ."

"I really don't have time for this," Mark hedges.

"Do I look like an idiot? Classes don't start for ten minutes."

"But I'm supposed to be meeting Kat."

"Then I'm doing you a favour," Heather raises an eyebrow. "Spill, Hollander."

"I go to the carnival because there's nowhere else for youth to hang in Conestoga Hills. Hey, you should write a story about that." Mark gives her his most charming smile.

"Come on, Mark. Would _you_ read something that boring? And besides, I'm determined to get revenge on the giant pig that slimed me." Heather sounds angry just from talking about it.

The bell rang, and the halls filled with students filing off to various classes. Mark shrugs at Heather, before joining Chuck outside the maths classroom.

"Saved by the bell, Hollander," Heather yells at his back, before stalking down the hall.

"What a way to start your day." Chuck glances at Heather. "Is she still doing that report?"

"Yeah, and she's even more determined than Kat was, if that's possible."

"Wow. Well, if anything goes down today, I'm free." Chuck grins. His mother's pregnancy has kept him from helping the Knights lately, and he misses it.

Mark grins back, then turned his attention the teacher.

"Open your textbooks to page one fifteen. Today we enter the exciting world of algebraic equations."

---

Sparx sits up on the floor and shakes her head. It's morning, but Ace is still sitting on the small platform between the two halves of the open roof. She stands and puts her hand in the transformer. It works this time, and she breathes a sigh of relief. She begins to stretch, but doubles over with pain, biting back a cry. Looking down at her side, she sees that it's flickering red where the wasp stung her. The blurring color disappears after a few seconds, and Ace lands in front of her.

---

He hasn't had any rest, that's obvious.

"Feeling better?" he asks me.

I was lucky, I guess he didn't see that little episode. "I'm fine. You?"

"Great. Why wouldn't I be?" He's lying to me. I can't stand it when he does that.

"Just asking. Anything planned for today?"

"Let's just play it as it comes. I'm gonna go out for a fly, I need some fresh air."

I don't waste my breath telling him that the roof is open. When he's gone I look back at my side, it seems to have returned to normal. I think about last night. _Kilobyte and Lady Illusion got back, and she's even more powerful than before. Sure, I got an upgrade, but _she_ got new weapons. And an even bigger attitude problem. I saw her punch Ace, who does she think she is?_ The more I think about it, the more annoyed I get. _That bitch led him on and made him think she cared. She even said she _loved_ him. I've told Ace countless times that he can't trust her, but he never listens to me. _My stomach starts to tighten, but I'm stuck on my train of thought. _I hate her. I have to destroy her, to protect Ace, and this dimension. _I've never felt like this before, I'm starting to scare myself. _Lightning Knights don't fear anything. They don't hate, either. So why am I? _My hand flies to my side. The wound may be gone, but its venom hasn't. _Oh, crap._

---

She's on leave from school; she gets an hour off each week to work on her article for the paper. She's watching behind the stalls, looking around the area in search of some information for her article. She sees Duff Kent walking up to take the young man's place at the shooting booth, and sees the man begin to walk off.

_Should I try to interview him? It'd be good to get an internal perspective on the carnival, even if this guy doesn't know anything…_

The man—he looks maybe in his early twenties, unshaven with a roundish face, fairly nondescript, easily forgettable—walks off quickly as though he has some definite purpose in mind.

Heather tries to catch up to him, picking her way through the carts and miscellaneous debris that litter this part of the Carnival, where the public isn't allowed.

She sees the man disappear behind a truck, and oddly enough she thinks she sees a flare of light appear for a second.

She walks up closer—she _has_ to get that interview, they're already running late for the deadline—and she stops short and gasps at what she sees.

The man…isn't a man. There's some sort of alien standing there, green-skinned and pointy-eared and most definitely female, staring at _her_ with a half-surprised look.

The alien recovers first, and a crystal ball appears in her right hand.

"You shouldn't have come here, mortal," she says, sneering.

"Wait!" Heather's scared; this alien looks like the dangerous sort. "You know Mark Hollander, don't you? And Kat Adams? Chuck Mugel? They come here, don't they?"

The alien nods. "And you—it's Heather, isn't it? From that school."

"Yes. Um, how do you know my name?"

"As you've noticed, I'm a shapeshifter." The alien smiles, not nicely. "I could be anyone, anywhere. Leave now and tell nobody, and you'll live."

"_Have_ you actually been to the school? Disguised yourself as…one of us?" Heather knows asking this is probably a bad idea, but so far the alien doesn't appear to be particularly interested in hurting her.

"Yes." The alien doesn't elaborate. "I said leave, before we destroy you."

"Who's we? The giant mutant pig that slimed me?"

"Pigface attacked a human?" The alien sounds vaguely surprised. "That night, I assume. There was a…lot going on."

Heather assumes the alien means the night when the rides were free and Mr. Cheseborough started the riot, and she nods.

"There are more of us than that, and the pig is far from dangerous."

Heather wonders just what the alien considers dangerous, and decides she's not that interested in finding out.

"Most of use would have destroyed you already. Leave, mortal."

"Then why haven't you done it?" Heather's decided to risk it, journalists are supposed to be brave in the quest to get a story. She just wishes she has the tape recorder or a video camera, some proof would be brilliant. She could have done with a large gun too, like Ripley's in the movie maybe, but that would've been illegal and she wouldn't have known what to do with it anyway.

"I couldn't be bothered wasting my energy on such small prey. And dead human bodies attract attention. But I'll be willing to risk _that_ if you send more humans to poke around here."

The crystal ball disappears from the alien's hand. She turns, and starts to walk away.

Heather knows this is probably the biggest story she's ever likely to see.

"Wait! Who are you people?"

"You don't want to know, kid. Forget you saw anything."

"I'm meant to be writing a story for the school paper. Now I've met you I've got most of what I need."

That gets the alien to turn around and raise another crystal ball, this time in her left hand.

"I warned you, kid. It'll be easy to clear your memory files."

"But I won't write the story, if you satisfy my curiosity. I used to date Mark, and I want to find out what he was doing here all the time. And…this is the first time something exciting actually happened to me."

"I can't trust you." She prepares to throw.

"If I write the story, you'll know where to look," Heather says, taking a nervous step back.

The alien's expression doesn't change.

"Without doubt, you are the most obnoxious mortal brat I have ever been sufficiently unfortunate to meet. Look up the name Ace Lightning, kid. You'd call it a…computer game, I believe."

The alien disappears in a flash of light, and Heather blinks.

She raises a hand to her forehead, and finds it coated in sweat.

_Ace Lightning. I KNEW Mark was too obsessive about that game!_

_---_

Being a hero has its perks. Being punched by Lady Illusion isn't one of them, but being able to fly around the world when you need to think is. What is it that Mark said? _"Ace! She works for Kilobyte!"_ I still can't believe that. I know Kilobyte said he'd reprogram her, but I guess I thought she'd be strong enough to resist. I suppose not. I want revenge for everything that's happened. As a Lightning Knight, that's plain wrong. But as something created for the amusement of others, it feels justified. It's just one of the many choices I have to make. Mark said that I'm real, and I believe him. How can you feel as real as I do if you're not? And if I'm real, so are Sparx and Random. They just don't realise that they're not _supposed_ to be. They're better off not knowing. I shudder to think of what either one of them would do if they didn't think their existence, or any one else's, mattered.

I fly for a while longer, mostly over the country Mark calls 'Italy', until I need to power up. I turn for home and its transformer. I have to check on Sparx anyway, she got stung by that Fred thing last night and was acting weird.

As I head back to the Thunder Tower I fly over the Carnival, and see her, sitting on the roof of the Haunted House staring into space.

What was it Mark told me once? "_You've got to listen to everything they say" ?_

Well…talking to her might be a good way to start.

I land behind her. She doesn't give any sign of acknowledgment.

"I just came to talk," I say. "I'm not here to fight."

She stands, and turns around.

"The time for talking's long gone, Ace. Your human pet was right about me."

"That doesn't mean I can…give up. There was so much I never got the chance to say to you before you disappeared."

"Likely you'll never get the chance."

"I…love you." This wasn't how or when I had imagined I'd say it, and it had taken me a long time to realise it, but it was true.

"The past tense is useful on occasion," she says. I can't read the expression on her face. "Leave before I'm forced to hurt you."

She raises a crystal ball.

"My face still hurts from yesterday," I say. "Please don't. I could help you, take you away from the carnival—"

"I neither need your help nor want your pity." She lowers the crystal ball. "Go save the world, Ace. You can't save me."

There's a laugh from behind us, and I turn to see Kilobyte mounted on Fred.

I lift myself into the air, and check my power levels.

The long flight has taken more out of me than I 'd expected, and I know if I stay to fight I'll probably lose.

Kilobyte makes the decision for me. He grabs me in a tentacle, and begins an energy drain. I try desperately to fire at him, to escape.

"You're a fool, Lightning," Kilobyte says calmly, and drops me after I manage one last blast.

I land just on the edge of the roof, and the gutter cuts into me as I hit it.

I'm weak, and as I struggle to rise I feel like my muscles are burning to ashes inside me.

_Pain._

Since I got the human emotions, I've been feeling the effects of my battles, and…it hurts, a lot. Sometimes, I can't even remember why I want to fight.

The pain lances through me as I stand. I can still feel the outline of the tentacles on my body.

Lady Illusion hasn't moved.

Kilobyte smiles, and cups her chin with his hand to meet her eyes. She doesn't resist.

"You should have attacked him the instant he appeared," he says to her. "Still, you're not without your uses. And there's more than one way to hurt a hero."

---

She tries to avoid my glance, furtive eyes sliding to the left, her thoughts focused on the man behind her. I don't let her go.

I lean my face closer to hers, and see her eyes widen in shock as she realises what I'm about to do.

I place my mouth to hers in a slow kiss. She doesn't make any move to struggle, though she doesn't respond either.

She's…attractive enough, soft and pliant flesh yielding to me, a strange cross between the exotic and the docile. Her body temperature's warmer than mine, and her skin is velvety smooth. My creature, completely. There is something…exhilarating about such possession.

I release her to observe Lightning's expression, and I'm not disappointed.

---

She doesn't make any move to stop Kilobyte as he kisses her, and I'm stunned.

After what seems like far too long—_does he even need to breathe—_he lets her go, though he—almost casually—flicks a possessive tentacle over her shoulder. She just stands there, her face completely blank.

_I don't know what Kilobyte did to you, but…somehow I'll destroy him._

I try to fire at him. The bolts barely make it past my gloves, and I know Kilobyte is amused.

_He just kissed her, and…and she let him._

There's pain that's more than the energy drain, but I don't have any words for the feeling.

_My energy levels are below ten percent. There's nothing I can do, I have to leave._

I fly back to the Thunder Tower, and I don't look at the two on the rooftop.

---

I'm quite satisfied with the effect on Lightning, and I can't say the kiss was unpleasant.

I can almost understand what he sees in her.

Once he's flown out of view, she raises her left arm, and wipes her sleeve across her mouth in a deliberate movement.

"That wasn't necessary, Kilobyte," she says, neutrally.

"You're more innocent than you'd like to pretend," I say. "You have…influence. I wasn't wrong to give him the emotions."

--

I see him crash through the roof, and he falls onto the ground. He's flickering, and I can tell he's weak.

I forget everything that's been going through my mind, and kneel beside him to help him up.

"What happened, Ace?" I ask as he hoists himself to the transformer.

"She…" He doesn't say any more, standing there bent over the glowing energy.

"You went to find Lady Illusion, and she hurt you," I say. I can't believe he's stupid enough to think she cares for him! She must have done this.

_I'll kill her._

"She did, but…not the way you mean. I fought Kilobyte."

"Ace, what happened?"

He doesn't reply, and stays bent over the transformer.

_He must have been hit pretty hard._

_Right. I'm going to find that squid, and make him pay._

I feel the wasp's sting in my side again, a burning feeling, dark and viscous and powerful. I think my side flickers red again, the crimson colour a perfect representation of my feeling. I'm ready to go. The feeling's unfamiliar, but it carries me on a surge of adrenaline, and I don't bother fighting it.

"Don't worry, Ace. I'll be back soon."

He doesn't pay much attention to me, busy recharging himself.

I whistle for the Flash, and take it through the roof and up.

_I'll track her down. Destroy her for hurting Ace, and destroy Kilobyte too. I'm more than ready for a fight._

---

"Okay, Kat. You're a diplomat, you can do this." Kat stops walking and stands outside the carnival. "So you didn't get along with them last time. Talk to Duff again, convince him to do something. You face Heather every day, girl, you can handle a fifty-something bachelor." She takes a deep breath and is about to enter when a large shape whizzes over her head. She hits the ground, but jumps up when it's passed, recognizing the Lightning Flash and Sparx.

_Where's Ace?_ She looks around, then down the street. _No Random Virus, either._ Kat sneaks into the carnival, in the direction that Sparx took.

---

Sparx zooms around the carnival in a random pattern, searching the ground below her. She sees Kilobyte outside the Haunted House, and her anger rises. She pulls out her sword and charges him with the Flash, letting out a long yell of pure hatred as she approaches. Kilobyte looks up in surprise, an expression that is only on his face for a short moment. He reaches out a tentacle to grab her, but she just slices her sword at it and keeps coming. He sends out all his tentacles, and they all receive the same treatment. He is still confident, and decides to toy with her. He sidesteps at the last moment, and she swerves sharply to avoid hitting the Haunted House. She does a loop in the air and comes back down on him from above, blasting him with lightning as she slides past. Kilobyte howls, his face twisting with anger as the lightning crackles around him.

_You want a battle, brat? Fine!_ "Lady Illusion, come here."

She morphs in immediately, and Kilobyte points at the fast-approaching Sparx.

"Destroy her."

---

Kat, hiding behind a stall, pulls out her phone and starts dialing.

---

"Heather, I _really_ don't have time for this," Mark is walking through the school halls, clearly looking for someone. Heather is walking beside him, her notebook and pen at the ready.

"Hey, dude . . . Heather," Chuck joins them, rolling his eyes at Mark when he sees Heather.

"Have you seen Kat?" Mark asks him. Chuck is about to answer when Heather interrupts.

"Why won't you answer my question?" she demands, looking more and more annoyed.

"What question?" asks Chuck.

"What you've been up to with those freaks at the carnival," say Mark and Heather at the same time. Heather looks almost pleased for a moment, before her dour expression returns.

"Oh," Chuck tries to look ignorant.

"Listen Heather, I already told you--" Mark is interrupted by his phone ringing. "Excuse me," He makes his way to the guys' toilets, fairly sure that Heather won't follow him in there. Chuck grins at Heather before ducking in after Mark.

"Hey, Kat. I've been looking for you." Mark says into his phone.

"_Mark? You have to get down here _now Kat almost yells.

"Where? The Carnival?"

_"Yes! Hurry up!"_

"Are you okay? And what are you doing at the Carnival without me?"

_"Never mind that, just get here and bring Ace. Sparx has gone crazy, she's attacking _Kilobyte_! I think there's something seriously wrong with her."_

"You've got that right!" mutters Mark in frustration, before adding, "We'll be right there." He hangs up, then dials Ace, holding the phone to his ear as he bursts out of the bathroom, followed by a confused looking Chuck. They slip past Heather, who is terrorizing an unfortunate Wayne. Turning around a moment later, she notices the still-swinging door.

"Argh!" she screams in frustration, storming off.

---

Ace is powering up at the transformer when his phone rings. He pulls it out and answers.

"Lightning here."

_"Ace, something's up at the Carnival, Chuck and I are on our way, you need to meet us there." _Mark sounds out of breath.

"It wouldn't have anything to do with Sparx, would it?"

_"Yeah, actually. It does." _Mark sounds mildly annoyed. _"How'd you know?" _

"She's just left the Tower. I'll see you at the Carnival. Lightning out."

---

Ace flies over the carnival and sees Kat. He lands beside her, making her jump. "Are you okay?" he asks her.

"_I'm_ fine. It's Sparx I'm worried about."

Ace follows Kat's gaze and sees Sparx, standing in front of the Haunted House. Apart from her location, she looks fine to him. It's then that he sees the second figure emerging from the shadows.

As Sparx and Lady Illusion face each other, all Ace can do is stare in horror.

_Don't make me choose. Please don't make me choose._

---

_This is it. I'm ready, and you're gonna get everything you deserve._

_---_

_Kilobyte said destroy you, and I _can't_ disobey him._

---

The Carnival is silent when Mark and Chuck arrive. They soon find Ace and Kat behind a stall and join them. Mark is about to ask Ace why he isn't doing anything when he sees who Sparx is facing. _Oh, no. This is just what we need_

Ace, Mark, and Kat are all busy watching the two women, and no one notices Chuck sit on the ground, pulling something out of his school bag.

---

They are silent a few moments longer, before Sparx makes the first move, as her opponent knew she would.

At first they fight hand to hand, each one jumping and diving to avoid the other's blows, then returning with kicks and fists of their own. It's clearly a very personal battle for one, if not both. Lady Illusion is the first to involve weapons. She forms two crystal balls, one in each hand. Inside each of them is a dagger. The balls break, dropping the blades into her outstretched palms. Her fingers wrap around them, and she stares at Sparx, her eyes finally finding an expression that her face won't show.

Sparx draws her sword, which is glowing its deepest red yet, her face full of emotions she never knew existed.

The battle continues, and neither opponent looks like they will ever tire. Sparx uses her sword less for lightning, and more as a sharp and dangerous weapon. When she does fire, the bolts are as angry looking as she is.

Lady Illusion throws her daggers with deadly accuracy, and they leave a deep gash where they hit, before pulling themselves out, leaving the wound to seep blue. The daggers return to the hands of their mistress, and her enemy uses the moment to return fire, hitting her target just as often, although doing less damage. When the daggers hit for a third time, they don't pull out, and Lady Illusion jumps in front of Sparx, kicking the sword out of her hands and catching it before spiking it into the ground. The daggers pull out, leaving their biggest wounds yet.

---

_Sorry, sweetie. You die now._

_---_

Lady Illusion raises a crystal ball in her left hand, but doesn't throw it yet.

Kat is watching in amazement, Mark has never told her the fights can be so . . . full on.

Mark and Ace are worried; they can tell when Sparx is weak. She is 'bleeding' from six places, and her weapon is gone.

"What do I do?" Ace asks Mark, catching him by surprise.

"It's your choice, Ace. I won't interfere."

Kat turns on them in anger. "Sparx is your friend, Ace. Do you really _have_ to 'choose'?" She is turning back to the battle when she sees Chuck, so busy at his task that he isn't watching the fight.

Kat sits on the ground beside him. He still doesn't look up when he asks, "How's the battle?"

"It depends which side you're on. Ace and Mark don't seem to know."

"I'm backing Sparx, all the way. Unlike Ace, I don't get attached to people who try to kill me."

"Then it's bad news. From what I can tell, she's pretty messed up."

"So her files say." He points at his laptop.

Chuck takes another look at the files. "_Really_ messed up!" he mutters to himself. To Kat he adds, "I'll see if I can help. It may mean hacking into Rick's mainframe, but he deserves it anyway."

Ace is staring at Sparx. He knows that Kilobyte has been controlling Lady Illusion, which explains why she is acting so strangely, but Sparx is acting completely differently, and he has never seen her fight like this.

---

I lack the strength to even stand, and those daggers really hit home. My anger is fading, like it always does, and I'm starting to think more rationally. That can only help, but I'm still losing power. I face her, more than willing to die fighting, when I feel a surge of power, then another one. Someone is upgrading me, I don't know who, but whoever it is they're throwing every upgrade in the book at me. I like it.

---

"Dude!" Chuck almost laughs with glee, "These upgrades are awesome!"

Mark finally notices Chuck and Kat, Chuck busy with his laptop. "What are you doing?"

"He's helping Sparx," Kat sneaks a look at the two fighters. "It's working."

"I watched Jessica upgrade her so I'd know how," Chuck is typing rapidly, exploring his new territory.

"Where're you getting the upgrades from, I thought Jessica used the only one available for Sparx?" Mark sits down at Chuck's other side.

"Me too. But it seems that Rick had some nasty plans for Sparx a while back. He must've changed his mind, but he kept all the upgrades he'd created for her. It'd be a shame to waste them." Chuck adds another one, before adding in a low tone to Mark, "By the way, someone's given her human emotions."

Mark is shocked. "What? Who?"

"I dunno, dude. I missed the last few battles, remember?"

"The wasp!" interrupted Kat. "It stung her last night, and she had to go home."

"But Ace would've noticed, you don't just miss things like that," Mark glances at his superhero friend. _Something tells me it wasn't Sparx he was thinking about last night._

---

I feel the power growing inside me, and the wounds close over as I'm surrounded by bright red light. The side where the wasp bit me feels strange, and my whole body's thrumming with an unfamiliar sensation.

My sword flies back into my hand, and I easily snatch its hilt with a grin.

I'm unstoppable now, powerful and glorious and completely fearless. Lady Illusion might not know it yet, but she doesn't stand a chance against me.

_I have to destroy her. For the sake of the world, and for my friends._

I feel the hatred growing within me. It's power, more than I've ever dreamed of.

_Why didn't Ace ever tell me about this kind of power?_

I slash through the air with my sword, and she ducks just in time, using the daggers to briefly turn my weapon from its path. She's thoroughly on the defensive now, and I know I've won this fight.

---

"Chuck, should she be all red like that?" Mark says.

Sparx' side where the wasp bit her is glowing a bright red, and even her eyes are shining crimson.

The battle has clearly turned. Lady Illusion is doing her best to avoid Sparx' sweeps of her blade, using the daggers to block, and Sparx is grinning as she slowly forces her opponent back.

In one swift movement, the Sword of Jacob cuts through the air, and Lady Illusion is thrown back to the wall, with a long diagonal wound leaving a harsh line from shoulder to waist.

"Give me one reason why I shouldn't destroy you," Sparx demands, raising her sword to shoot a final blow.

Mark sees Ace make a sudden movement.

Lady Illusion isn't quite finished yet, and she peels herself off the wall and tries to move towards Sparx again.

Kilobyte stops her with a hand on her shoulder, and takes a step towards Sparx himself.

"Feeling emotional today, Sparx?" He lashes out with a tentacle, but he is forced to avoid her blade.

"You're angry."

He raises another tentacle, and she tries her best to avoid it.

"Careless."

Unexpectedly, he twines a tentacle around her ankle, and she trips over it and falls to the ground.

"Quite possibly hormonal."

She stands up and, enraged, fires a powerful bolt at him. He is driven back by its force, but he doesn't seem perturbed.

"Sloppy."

In one easy movement, he grabs her wrist with a tentacle, and forces her to drop her sword.

"Power isn't everything."

He uses his vicious grip on her arm to draw her closer to him, draining her energy.

"You'll be destroyed by your own feelings."

He drops her in disgust, and as she gets up off the ground, Mark can see that she's no longer glowing red.

She picks up her sword, and calls down the Flash.

"Today's hunt is over," Kilobyte says.

He looks at Chuck, and rips the laptop from his hands.

"Foolish human."

He crushes the computer in a tentacle, and Chuck looks dismayed as his precious possession is destroyed.

Ace raises his hands, and prepares to fire.

Kilobyte laughs.

"So late to involve yourself, Lightning? I won't give you the privilege of fighting me again today."

He calls Fred from the sky, and grabbing Lady Illusion takes off.

"Let's go, Ace," Sparx says. "Kilobyte was right. It's finished for today."

"Sparx. Are you all right?" Ace asks.

For an instant, her eyes and her side flare red again.

"No thanks to you," she says. "I should have destroyed her. I will, next time. She's evil, Ace."

Ace doesn't reply, and a second later she's back to normal.

Sparx shakes her head.

"Let's just go."

Ace flies beside her, and they both leave the Carnival, traveling in the opposite direction to Kilobyte.

"Those upgrades were so cool!" Chuck says. "Did you see that?"

"Yeah, I saw," Kat says. "That was…weird."

In the distance, they see Heather approaching the Carnival, and Mark and Kat both stand up quickly.

"Come on, Chuck, let's go," Mark says, and the three of them walk away.

---

Heather sees the alien again, this time at evening, when the carnival's practically deserted. The alien is leaning against the wall of the Haunted House, running a finger down a long rip in her outfit. She closes her eyes, and colored light flares around the wound. When it dies away there's no sign of the gash.

Heather approaches.

"I looked up what I could about the game," she says. "Lady Illusion, right?"

The alien nods.

"How'd you come here?"

"I don't know the full story," Lady Illusion says. "It involved a human master programmer, and an energy surge from a storm. We arrived here from your friend's computer and…let the game play out."

"What happens if you win the game? Do you get to take over our world?"

"You ask far too many questions, brat. Yes, or so Kilobyte thinks."

_Kilobyte? I didn't read anything about him in the game._

"Um, who's Kilobyte? I didn't see anything on him for the game…"

"The Programmer created him specifically," Lady Illusion says. "I wouldn't mention it to him, though, he finds it a touchy subject."

"He _knows_ he was created by…one of us? And you too? That's…weird. You're not real."

"You may have created us, but we've…changed," she says. "I'm not…exactly what my program should be. And I feel real, unfortunate as that is at times."

Something about the alien's expression made Heather decide not to ask any more questions following that line.

"So…you want to conquer the world? Our world?"

The alien shrugs. "I've never been interested in politics. But my…employer…does."

"Kilobyte?"

"Yes."

The alien starts at a slight noise from behind. It almost sounds like a howl.

_The giant pig? Or something else? _Heather wonders.

"Better leave, kid."

She disappears in a flash of light.

---

"Can you fix your computer, Chuck?" Mark is walking down the school halls, with Chuck on one side and Kat on the other.

"No way, dude. Kilobyte did some _mega_ damage. I managed to save most of the Ace related information, though. And being pregnant has put my mom in a good mood, so . . ."

"You think your mom will buy you a new laptop? Gee, maybe my parents should have another child." Kat looks thoughtful.

"And what about those upgrades you gave Sparx? They won't turn her into another Random Virus, will they?"

"No, but they seem to come and go with her emotions, and there's no telling when."

"Well, this is me," says Kat, running into Brett outside of her first class. "See you, Mark."

Mark and Chuck walk a little further before Chuck heads into the computer lab. Mark walks the rest of the way to his class alone, and he passes Heather in the hall.

---

Heather notices Mark passing by. She's talking to Caitlin, who's supposed to be writing a piece about the student council for the school paper, and she smiles for a second.

"Yeah, Caitlin, you'll have to be careful about computers…I ran out of _kilobytes_ the other day, and then _lightning _had to strike my house, I nearly lost all my memory files and I had to reset the _computer game_…"

She senses more than sees Mark pause to stare at her, and continues talking to Caitlin, who's looking slightly confused.

"Anyway…computers. One of the many things that irritate me. But we're using this really advanced program for the paper, it'll make everything look really professional."

"Yeah…of course," Caitlin says, sounding rather dubious. "Look, I'll type it up tonight and give it to you on disk tomorrow…gotta go to class, see you."

Heather looks around for Mark, but finds he's gone already.

She's subtly disappointed as she walks to her class with Kat, who's busy talking to Brett about something or other. She's supposed to be still ignoring both of them anyway, and instead thinks about Mark and the alien. _Life's suddenly got interesting_, she thinks. _Hey, I always wanted to live my own action movie…_

**Come _on_! If that didn't inspire you, nothing will! Email me if your interested in writing the next eppie, okay?**

**And REVIEW, please. :)**


	5. Ep 44

A/n: Hey all. Anyway this next ep is by me (hyperpsychomanic). Yay for me! I don't usually write in this sort of tense but I wanted it to look like I'm telling you what's happening in an episode. Basically I attempted to make it look like 'this is what they're saying, this is what they're doing.' Though of course you can't hear peoples thoughts in an episode but that's ok… :D

-

"Check it out, dude!" Chuck says excitedly. He and Mark are up in Chuck's bedroom. Chuck has a laptop sitting on his bed.

"Your mum bought you this?" Mark asks. He leans over Chuck's shoulder to get a better look at the machine. "She really must be in a good mood. I thought women were supposed to get all moody when they're pregnant?"

"Nah, my mum's too happy anyway. But this baby's got tons of RAM. She should be able to help heaps next time we need to upgrade Ace or Sparx."

Mark looks at Chuck pointedly, raising his eyebrows. "Sparx doesn't need any more upgrades."

"You said it, dude," Chuck replies. He lets out a long slow breath. "But… just in case we do need to do anything, this computer will be able to match up to Rick's mainframe any day. No problem."

"Great." Mark looks at his watch. "Well, I'd better be off. Me and Kat are supposed to be working on a science project together."

"That isn't due until next week."

"Yeah, I thought we'd better start early. Who knows when I may have to run off to help Ace and while I'm sure Kat will understand I don't want to leave her with all the work."

"Have fun, dude." Chuck is busy clicking around on his computer and obviously hasn't really heard Mark. "Sweet!"

Mark rolls his eyes and leaves.

-

The Thunder Tower. Late afternoon light shines through the open roof giving the white-washed walls a vaguely orange glow. It has the effect of making the building seem peaceful.

"Grr!" Sparx's voice rifts the air. It is followed by the sound of something being thrown.

"Hey, I liked that lamp!" says Ace. He and Sparx are sitting at the desk. A checker board sits between them. Ace is looking forlornly at the floor where a pile of broken shards marks the lamps final resting place.

"It looked tacky anyway!" grumbled Sparx. "And I'm sure that move is illegal."

"It is not."

"Is too."

Ace glares at her before deciding not to lower himself to that level of bickering. He had been trying to discuss with Sparx what they were to do next against the Evils. They had definitely become more powerful. Checkers was supposed to keep her interested in the discussion without her complaining she was bored. All it seemed to be doing was making her angry. Ace supposed he could let her win, but somehow every time he tried his emotions didn't seem to allow it. "Look, can we get back to the subject."

"Whatever." She pushes one of the red pieces across the bored in an obviously illegal move.

Ace seems to ignore it or maybe doesn't notice. "I say we need Random Virus."

"Come on! We do not. Chuck gave me all those upgrades. We can handle it together. That lugnut's more likely to turn against us anyway."

Ace looks up from the board annoyed. "Would it kill you to stop calling him stuff like that?" he growls.

"What!"

"You do it all the time. He's got a problem alright. That doesn't mean you have to insult him."

Sparx eyes suddenly flash red; they dim back to blue but are still tinged with the fiery color. "Hey I'm not the one who turned on him while he was good!"

"I didn't mean to!"

"Hey, that's what you told me!"

Ace stops for a second. He seems upset but quickly tries to cover it under anger. "Well, we have to ask him okay! Those upgrades of yours only seem to come out when you're angry and I don't think that's the best influence for you to be fighting under. We can't count on that."

Sparx's eyes are beginning to glow redder. "Can't count on that or can't count on me?"

"Which ever one suits you best!" Ace stops and blinks at his own words.

Sparx blinks back at him. The red seeps away. It seems to have been washed away by tears in the corners of her eyes. She blinks again and they're gone. "So we go get Random Virus?"

Ace sighs. "We try. You coming?"

"Guess I'd better."

Ace flies out the roof and Sparx calls the Lightning Flash, following soon after him.

As they leave the rat flies back up from under the edge of the roof, back to where he has been watching the Lightning Knights for the past ten minutes. "Whooo! Talk about domestic!" he comments.

-

At the carnival Lord Fear and Kilobyte are inside the Haunted House. Lord Fear sits at the organ occasionally tapping out a few notes. Kilobyte paces behind him. He has been trying to explain to Lord Fear how they should use emotions to destroy the Lightning Knights. Fear finally seems to be catching on.

"I will admit you have a few points. Sparx does seem extremely reckless, more so than usual now she has emotions. But she is also more powerful. While Lightning's emotions seem to weaken him, hers bring on a certain strength."

"And as you said yourself, recklessness," Kilobyte counters. _Along with Fear's upgrades in power he also seems to have become more competent._ Kilobyte thinks to himself. _And more dangerous. All the more reason to have him on my side. What was it the mortals say about keeping friends close and enemies closer?_

His thoughts and the conversation are interrupted by Rat flying through the doors. They knock into the walls with a loud bang. Kilobyte looks annoyed.

"Looks like Kilobyte was right about Sparx's emotions!" he proclaims as he flies around the room, finally settling on the organ where he could address both his bosses. "Those two were having the biggest shouting match just two minutes ago."

"Interesting," says Fear.

"You see the power of emotion?" grins Kilobyte. "I say we leave them to weaken each other."

"Sorry, Kilobyte, but I doubt the power of emotions is that strong."

"You misunderstand. Emotions will play a part, but I believe we shall soon see Lightning and his sidekick shooting off more than verbal insults at each other."

"I see," Fear grins back. "Alright then. Rat, keep an eye on them. When they start shooting, do tell us."

"Yes," Kilobyte agrees. "We shall be happy to finish them off."

"Um, they are trying to get Random Virus to help them," Rat adds, ducking as he says it. He is now very wary of Kilobyte's tentacles.

Kilobyte stops grinning. "Well make sure they don't."

"I doubt we have a problem there," puts in Fear. "Lightning put a rift in that particular alliance wider than the data stream."

"See what happens anyway," Kilobyte tells the rat. "It pays to not be too confident, Fear."

"But of course." _To bad you don't know your confidence in this particular alliance is a bit misplaced itself._

-

"Kat, do you understand any of this?" Mark asks. He and Kat are sitting in Mark's bedroom, staring at the computer screen.

Kat leans her head on her hand. She looks bored and tired. "No, it's too late."

"Plagiarizing is still illegal, right?"

"Unfortunately, yes."

"Thought so."

"Hey, thought I would see how you guys are getting on," says Mrs Hollander, sticking her head around the door. She's been popping in a lot in the past hour. Mark suspects it has something to do with him having a girl in his bedroom.

Kat groans and lets her head fall onto the desk with a clunk. "Ow."

Fiona raises her eyebrows. "Oh, that well?"

"None of this makes any sense!" Mark complains.

Fiona walks behind his chair and has a look. "What's your project on?"

"Physics, forces…"

"Big words…" Kat contributes.

"We have to find out about working out forces on objects."

"And…"

"That was all Mr Cheseborough told us."

Fiona smiles. "Try looking up Newton's laws." She walks out. "There's some ice cream in the freezer if you want to take a break."

Mark types this into the search engine and hits the enter key. A bunch of websites appear. The first one is already saying something about forces.

Kat looks up at Mark. "Why didn't you think of asking your mum _before_ we started?"

Before Mark can answer his phone rings. He picks it up. "Hello."

It's Heather. "Oh, hi Mark. We need to talk."

"Sorry I'm doing homework, Heather. Maybe tomorrow."

Kat rolls her eyes at the mention of Heather's name.

"I think you'll want to talk. My story for the school newspaper is taking shape. I thought you'd like to comment."

"Maybe later," says Mark. He's really not in the mood at the moment. "I'll see you tomorrow." He hangs up.

On the other end Heather glares at her phone before throwing it across her room with a yell.

"Nicely handled," says Kat. "Can we get to work on this thing now?"

Mark is about to reply when the phone rings again.

"She just doesn't give up!" Kat growls.

"No, it's Ace." Mark has checked the caller ID. "Hello?"

"Hey, kid. Listen, we're going to try and get Random to help us."

"Ace, are you sure? Sparx _has_ been upgraded and Random's dangerous."

Ace sounds frustrated. "That's what Sparx said. But the upgrades are unpredictable."

Mark looks surprised as he points out: "So is Random Virus. I thought you already asked him and he said he wasn't helping us again?"

"He doesn't want to help _me_," says Ace quietly. "And I don't blame him. I broke his trust once and I broke the only amount of trust he was willing to give me."

"Have you tried apologizing?"

"Yeah." A pause. "Kid, I need you to ask him."

"Why me? Why not ask Sparx?"

"Because she's not exactly very diplomatic."

"Hey!" Sparx's voice comes from the background.

"Sparx, I'm having a private conversation!" Ace yells. Emotional Sparx is starting to get to him.

Sparx growls. "Take your private conversation and…" The rest is lost to Mark as Ace growls in annoyance.

"Hey, are you guys going alright?"

"We're fine, okay!"

Mark holds the phone away from him slightly. "I was just asking."

"Whatever. Can you get down to the junkyard?"

"I'm a bit busy at the moment, Ace."

Ace sounds like he's about to argue but then doesn't. "Alright. Can you get down here tomorrow morning?"

"I should be able to. I'll see you outside the junkyard at eight."

"Fine. Bye, kid." Ace hangs up. _Yeah, tomorrow morning. At least I can understand if he's got something more important to do than play a game._

-

Mark is waiting outside the junkyard. His bike leans against the wall next to him. He checks his watch. It's two minutes past eight. Not exactly late, but if you can fly then there's really no excuse for it.

He hears them before he sees them.

"You should've powered up before we left." Ace's voice.

Mark looks up as the two Lightning Knights fly in.

"Don't worry. If he plays up you can just insult my reliability and I'll be able to use my upgrades!" Sparx shoots back.

Mark looks up. He looks really confused.

"Hey, kid," says Ace.

"Ah…" Mark decides to let Ace and Sparx's unusual behavior slide. "You still think we need Random Virus?"

"Yup," says Sparx. "My upgrades are too unpredictable." She sounds sarcastic.

"Okay…" Mark seems hesitant.

"Don't worry, kid. We'll be right behind you."

Mark nods and moves into the junkyard, followed by the Knights.

"Um… Random Virus!"

For a second there seems like there's going to be no reply. Then Random rolls around a corner. His eye is neither green nor red.

"What do you want?" he asks.

"We need your help," Mark replies. He then seems to realize that maybe that isn't the best way to put it.

"Are you sure?" Random asks. His eye is still uncolored.

"Yeah. The Evils are getting too powerful."

His eye turns green, then flickers to red. It continues to change color. He's thinking about it.

Mark backs away a bit.

It finally settles on green. "How come you get him to ask?" The question is directed at Ace.

Ace is caught off guard. "I… thought you'd be more likely to help if I didn't ask."

"How do I know I can trust you if you won't ask me yourself?"

Sparx cuts in suddenly. She's still angry at Ace. "See. I'm not the only one whose reliability is in question."

"Will you shut up!" yells Ace. "What's gotten into you?"

"They're called human emotions!" Sparx shoots back. Her eyes and side have started to glow red again. "You know, the same things that Lady Illusion shoved on you. The same things that made you stand there going 'dur what's going on' while she beat the crap out of me, and that made you do absolutely nothing to help. No wonder he doesn't trust you!"

"Leave her out of this!"

Mark and Random exchange confused looks. Mark shrugs. He has no idea what's going on.

"Yes, your precious Lady Illusion. How many times has she betrayed you? Just out of curiosity?"

"That's not her fault. That's how Rick programmed her and the whole stupid game!"

"What the guy from the computer shack place? What in white hot oblivion does he have to do with it?"

Ace seems startled for a moment before shouting back. "Nothing!"

Sparx is too angry to really take that in and continues to yell at Ace.

However Ace's reaction has Random thinking. He's seen an ad for Rick's Computer Shack on a broken down TV he'd managed to get working. _What does that guy have to do with anything? Ace certainly doesn't want Sparx to know what he means. _He'd said Rick programmed Lady Illusion and something about a game. Random isn't sure what that means but maybe if he programmed one of the Evils he'd also programmed all of them. _If Ace doesn't want Sparx to know that's probably it. Ace wouldn't want her to know about someone who could define everything about her. Had this guy really made us who we are? _Random has another thought. _Who I am? _His right eye starts to flicker red.

Mark finally looks annoyed. "Will you two stop it! What's wrong with you, you're acting like a couple of two year olds!"

"He started it," says Sparx.

"She started it."

"I don't know what's going on but if you keep acting like that there's no way you two are going to be able to work together. You'd better sort yourselves out."

Sparx and Ace both look sufficiently sheepish.

"Where's Random gone?" says Ace suddenly. The cyborg has wheeled himself away quietly. "We need him."

Mark shrugs. "I have to get to school. You guys are on your own."

Mark walks out of the junkyard as Ace watches his retreating back. Ace shakes his head and flies away. Sparx growls and follows him.

-

Rick sits at his mainframe, hands folded behind his head. "I need to get control of Kilobyte again," he says to himself. "I've got the program to do it. I just need to get it into him. Maybe Fear can help…"

He is interrupted by a noise that sounds like a small tank rolling clumsily into the store.

"What the…" He gets up and walks over to the door of his fortress. The lock is still broken and the door is swinging.

Just before he reaches the door it flies open nearly hitting him in the face. Rick stumbles back as Random Virus rolls in. The cyborg's eye glows red, it's made more prominent by the fact the rest of his face is covered in shadow.

"Random Virus! How…?"

"Silence!" Random yells. "You're known as Rick?"

"Yes…"

"So you programmed me with this weakness?" Random's claw clicks.

_I'm the Master Programmer. I'm the Master Programmer. _"Yeah. I programmed you. I'm the Master Programmer." _Does his 'don't hurt mortals' programming work while he's evil? Probably not._ Rick straightens. He knows he can't show any signs of weakness. "You aren't meant to be evil," he says.

Random blinks at him. "Then why am I?" His eye flickers orange then settles on green.

Rick makes an effort not to sigh audibly. His good side's going to be much easier to deal with. "Something went wrong when we made the game." He's lying.

"Game?" Random questions.

"It's an expression," says Rick quickly, realizing Random doesn't know what he's talking about.

"It seems a bit strange that both you and Ace have used that same _expression _and you both have been referring to the same thing."

_Oopps._ "Alright, you're a game. The sixth dimension is the game. You were made by mortals so their kids would have something to do."

Random seems to take this in. "So none of us are real."

"No." He can't help adding. "You don't really exist."

"Then what are we doing here?"

_Good point. But I'm sure not telling you I had anything to do with it._ "That was another malfunction."

"So many malfunctions?" Random growls. The tone of his voice says he knows Rick is lying. "You're obviously not a very good programmer."

_Darn. He's smarter than everyone gives him credit for, at least when he's in control of himself. Well, I did program him that way. He's even catching me out. Fine, I'll give you half of it._ "Okay, so it wasn't a malfunction. I was testing a program I had that would make the game more realistic. But I made a mistake. You all came to life. Now I'm trying to bring you back under control." Rick sighs. "The way things are going it looks like this world will be under Fear and Kilobyte's control in no time."

"So, you're the Master Programmer. Ace knows about you. Give him some upgrades and get him to help."

Rick smiles in the darkness. Random seems to have bought that little act, at least for the moment. "I don't think he likes the idea of not being real. He won't help me."

"I don't blame him. I wouldn't help you either."

Rick stops as he's hit by a thought. He has Fear in the Evils. What could he achieve if he also had someone on the inside of the Lightning Knights? What about Random Virus? _You say you won't help me, cyborg? I think you will. I know your price. I made you after all. Your price is something that you can never achieve, but that doesn't mean I can't offer it to you. Yeah, a Lightning Knight, even one as messed up as you will definitely give me the advantage I need._

"I'm trying to save my world, Random. I programmed you as a Lightning Knight. Surely you can understand that?"

"I can't anymore." Random says quietly. It's almost a cry for help.

Now all Rick has to do is answer it."I can fix that."

Random looks up at him. "What?"

"Hey, I'm the Master Programmer. If you help me get the game under control, I'll be able to get you back under control."

"If you can fix me, why don't you do it now?"

"I can't. It'll take time. And I need more control over the game first."

Random's eye flickers again. Rick looks worried. That excuse had been weak, but he was betting that Random would want to get himself back to 'normal' so much he'd ignore it.

Random finally replies, but the decision seems forced. "I'll help you. Maybe I do still understand what you're trying to do. Anyway, if I'm just a game, what have I got to lose? At least I'll have my sanity back."

Rick smiles as he moves to his computer. "Good. I knew you'd understand. I'll need you to work with the Lightning Knights."

"I can't. I can't trust myself. Or Ace."

"So trust me. I may be able to give you a bit more control over your evil side. As for Ace, I have an upgrade I think may help."

Rick fiddles on the computer for a second. Random starts to glow blue and spark. "What are you doing? You're in my program!" He actually sounds scared.

"Like I said, trust me."

Random finally stops glowing. He holds his claw and hand in front of his face. "I don't feel any different."

Rick explains. "Along with the ability to control machines, you can now control people and read their surface thoughts. But you have to touching them for it to work. You should have no trouble telling if your so called friend is trustworthy now."

"And my evil side?"

"I've suppressed it slightly. Enough for you to keep control of yourself." _Lying again. I don't have time for that._

"I suppose you won't mind if I test this upgrade on you?"

Rick has been expecting this. Risky, but all he has to do is stay in control of what he's immediately thinking of. "Go ahead." He gets up from the computer and holds out his left hand. Random hesitates before taking it in a handshake.

_You trust me now?_

"I hear you."

_Then we have a deal?_

"Deal."

They break the handshake.

"I'll tell you when you're needed," says Rick. "For now, get Ace to think you're fighting for him."

"I am fighting for him," Random replies before rolling out the door.

Rick waits a few seconds then laughs. "Of course you are."

-

"Can you stop going on about Lady Illusion now?" says Ace. He looks flustered and doesn't seem to be participating as much in the fight as before.

"Hey, that's a first! We might actually be getting somewhere!" Sparx is pacing up and down as she rants. Ace is just sitting behind the desk watching her.

"You're the one going on about her at the moment."

"Well excuse me, but I did get into a fight with her that I had to finish all by myself! And you complain about me be reliable!"

"In case you didn't notice I haven't actually said that. You have."

"You don't have to say it, Ace! You try to leave me behind half the time."

"Because you'll go and do something stupid," Ace quickly counters.

Sparx can't seem to think of a reply for a moment. She waves her hands around in the air a bit before coming out with: "Like…?"

"Like going after Lady Illusion."

"Well maybe I shouldn't have, but I can't help it if my emotions demand that I retaliate when my friend gets hurt because of her!"

Ace locks eyes with her, halting her pacing. "Did it occur to you that maybe you might have hurt me as well?"

Sparx expression says it hasn't. Ace seems to realize he's revealed more then he meant to and drops his eyes. He starts fiddling with something on the desk.

"What I do?" she finally asks.

Ace takes awhile before he finally replies. "You two were going to destroy each other. But I could only help one of you. I know what I should've done, but I still had a choice. And that choice you forced me into was one I'm not ready to make. Not yet."

"I guess I didn't think of that."

"Of course you didn't."

"Hey! Just remember you're not the only one with emotions now."

Ace looks back up at her, then shakes his head. "Sorry. No offense, but you're getting on my nerves a bit."

"Well, you're going to have to get used to it," she replies with a small smile.

"Yeah." Ace pauses then changes the subject. "Mark's right you know. If we start doing this in the middle of a battle we're going to lose."

"And my upgrades will be no good if I get too mad and use them on you."

Ace glances up for a moment then looks down again quickly. "You know, I think that's what Lord Fear and Kilobyte are counting on."

"Intuition again?"

"Maybe." Ace lowers his voice. "Don't look, but the rat's up there watching us. I thought I saw him before, but I was too busy fighting with you to do anything. I think he's waiting for us to do something. After all, we'd be much easier to defeat if we've already nearly destroyed each other."

"Perhaps we should give him what he's waiting for," Sparx grins.

"I suppose it'll make them think twice about attacking us if we _do_ get into a fight. How would you feel if I said I think your sword fighting skills are pathetic?"

Sparx raises her voice. "Why don't I show you!" She rips out the Sword of Jacob and leaps onto the desk.

Ace looks surprised. He didn't really expect her to do that. He stumbles backward from his chair. "Hey, get down off there right now!"

"Make me!" Sparx yells back and fires a blast of lightning over Ace's head.

"Fine, I will!" Ace starts shooting bolts of lightning at her, but they're slow enough for her to knock away with her sword.

Up on the roof the rat snickers and flies away.

"Sparx! You can stop now!" says Ace holding up his hands in surrender.

"Oh. Sorry!"

Five minutes later Kilobyte and Lord Fear fly in through the roof. They're expecting to see a fight, but Ace and Sparx are nowhere to be seen.

"Where are they?" Kilobyte growls.

"Maybe they've sent each other into oblivion already?" says Rat. He sounds nervous.

"Something's not right," says Fear.

A bolt of red colored lightning suddenly hits the Doom Wagon. Lord Fear falls to the floor, the Doom Wagon lands on top of him.

"Take that!" yells Sparx. She's been hiding in a shadow up on the walkway that surrounds the inside of the Tower.

Kilobyte turns to her and tries to get his tentacles around her. Another shot of energy comes up from below and hits Fred on his underside. The mutant wasp crashes to the floor hissing and squealing.

Ace is standing behind the transformer. He uses the towers to create a sort of slingshot and sends another lightning missile into Kilobyte.

Kilobyte stumbles backwards and growls.

"You said they'd destroy each other, not us!" complains Fear from under the Doom Wagon.

"Your pathetic minion said they were fighting!"

Ace sends another missile into Kilobyte. "We were." He looks at Sparx, who grins back. "We worked it out."

Kilobyte growls again and moves over to Fred, stroking the wasp's head to calm it. "This time you have. Emotions will destroy you, especially hers." He points with his eyes towards Sparx.

Sparx sticks her tongue out at him.

Kilobyte ignores her and flies out on Fred.

"Wait for me!" calls Fear, trying to remove the Doom Wagon. Staff Head has wrapped himself around his master's body and is pulling.

"You seem to be stuck m' lord."

Sparx fires another blast of energy at Lord Fear. It shifts the Doom Wagon off him. Fear gets in hurriedly and follows after Kilobyte.

"See ya!" says Sparx. She jumps down from the railing and lands beside Ace.

"I guess I owe you an apology," Ace says.

"Huh?"

"Sparx, you are reliable. I'm sorry if I made you feel you weren't."

"Really! Thanks!" Sparx grabs Ace in a hug, pinning his arms to his side.

"Well, glad to see you appreciate it," Ace smiles back at her.

"Um… I'll let you go now."

There is the sound of the door opening with a clank. Both Ace and Sparx look up to see Random Virus standing in the doorway. "The Knight's are still recruiting aren't they?"

"Random," says Ace. He's surprised to see him. "…yeah, I guess."

"Is there room for an old friend who's finally realized he can do something to help?" _Even if he can't tell you exactly what it is he's doing._

Ace smiles. He walks over to Random and puts his hand on his shoulder. "Of course there is." _I just hope he can keep his good side in control._

Random smiles back at him, but it seems forced. "I'm glad you trust me."

-

The school day is over and Mark throws his books into his locker. He grabs his bag out and turns around to run straight into Heather.

"Hello, Mark!" says Heather over-exuberantly.

"Heather, I have to meet Kat."

Heather's not having any of it. "No, I'm interviewing you."

"No, I'm meeting Kat."

"Fine, tomorrow, lunch time. We need to talk about what's been going on at the carnival…"

"I'm not interested…" says Mark as he turns to leave.

"_And_," Heather ads, "a certain friend of yours called Ace Lightning."

Mark stops and turns around slowly. "What?"

Heather simply smiles. "See you tomorrow." She turns and walks away leaving Mark to stare at her retreating back.

-

**Okay, peoples. 'Tis I, Flash, here to beg for a writer for the next ep. You know the drill. :D**


End file.
